Post-Closing Determinations Sample Clauses

Post-Closing Determinations. (i) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Equityholders’ Representative a statement setting forth Buyer’s calculation of the Closing Net Working Capital (collectively, the “Draft Computation”).
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Post-Closing Determinations. As promptly as practicable, but in any event within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Stockholder Representative, together with all relevant working papers and supporting documentation:
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Post-Closing Determinations. If, (i) within ninety (90) calendar days after the Closing, Sellers have cured the Title Defect or Environmental Defect affecting any Title Defect Property or Environmental Defect Property retained by Sellers pursuant to Section 7(a) of this Exhibit A, and Buyer agrees that such Title Defect or Environmental Defect has been cured or (ii) after the Closing, the Title Defect Amount, Title Defect Credit, or Environmental Defect Amount of any Title Defect Property, or Environmental Defect Property retained pursuant to Section 7(c) of this Exhibit A has been determined pursuant to Section 8 of this Exhibit A, then, on the day that is ten (10) days after the occurrence of either (i) or (ii) above, (x) Sellers shall transfer to Buyer the Title Defect Property or Environmental Defect Property retained pursuant to Section 7(a) or 7(c) an subject to the provisions of Section 9 above, and (y) Buyer shall pay to Sellers the Allocated Value (or associated Allocated Value, as applicable) for such affected Asset, (in each case) based on the applicable determination pursuant to Section 8 for the applicable Title Defect, Title Defect Credit, and/or Environmental Defect (subject to Section 9). Any such supplemental closing shall be subject to the conditions precedent set forth in Sections 6.1, 6.2, 6.3 and 6.4 of this Agreement, with any matters required to be performed on the Closing Date being deemed to refer to the date of the supplemental closing. EXHIBIT B ASSIGNMENT AND XXXX OF SALE This Assignment and Xxxx of Sale (this “Assignment”) is from American Shale Development, Inc., a Delaware corporation (“ASD”), Republic Energy Ventures, LLC, a Delaware limited liability company (“REV”), Republic Partners VI, LP, a Texas limited partnership (“RP6”), Republic Energy Operating, LLC, a Texas limited liability company (“REO”), Republic Partners VII, LLC, a Texas limited liability company (“RP7”), Republic Partners VIII, LLC, a Texas limited liability company (“RP8”), Trans Energy, Inc., a Nevada corporation (“Trans Energy”), and Prima Oil Company, Inc., a Delaware corporation (“Prima”) (ASD, REV, RP6, REO, RP7, RP8, Trans Energy and Prima are collectively referred to as “Assignor”), to TH Exploration, LLC, a Texas limited liability company (“Assignee”), and is executed on [ ], 2015 to be effective as of 7:00 a.m. Eastern Time on October 1, 2014 (the “Effective Time”). Assignor and Assignee may be referred to herein collectively as the “Parties,” or individually as a “Party.” C...
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Post-Closing Determinations. On or before 5:00 p.m., Eastern time, on the sixtieth (60th) day after the Closing Date, Buyer shall prepare in good faith and deliver, or cause to be so prepared and delivered, to Seller
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Post-Closing Determinations. (a) Within one hundred eighty (180) days following the Initial Closing Date, the Buyer Parties shall cause to be prepared and delivered to the Equityholder Representative a statement (the “Initial Closing Statement”) of the Buyer Parties’ calculations of the following amounts (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) as of the Initial Closing Date, (A) the Closing IPA Cash-to-Claims Amount, (B) the Target IPA TNE (the “Closing IPA TNE”), (C) the Initial Closing Funded Indebtedness, and (D) the Transaction Expenses of the Group Companies as of the Initial Closing (“Initial Closing Company Transaction Expenses”), and (ii) a recalculation of the Initial Closing Payment based on the calculation of the foregoing amounts.
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Post-Closing Determinations. (a) The Purchaser and its auditors will conduct a review (the "Closing Review") within sixty (60) days after the Closing Date, of --------------
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Post-Closing Determinations. (a) Within 60 days after the Closing Date, (i) DCS shall deliver to AWS a written good faith estimate of the Alaska Closing Date Working Capital prepared in accordance with this Article 5 (the "DCS DETERMINATION") and (ii) AWS shall deliver to DCS a written good faith estimate of the California Closing Date Working Capital prepared in accordance with this Article 5 (the "AWS DETERMINATION"). The DCS Determination and the AWS Determination shall be based upon the books and records of the Alaska Business and the California Business, respectively, and shall be accompanied by (i) supporting documents, work papers, subscriber records and other supporting data and (ii) a certificate of a senior executive officer of DCS or AWS, as the case may be, certifying that the DCS Determination or the AWS Determination, as applicable, was calculated in good faith and in accordance with the provisions of this Article 5.
Sample 1
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Post-Closing Determinations. Within 90 days after the First Closing Date, (i) Triton shall deliver to Cingular and AWS a written good faith estimate of the Virginia Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “Triton Determination”) and (ii) AWS shall deliver to Triton a written good-faith estimate of the Multi-Area Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “AWS Determination”). The Triton Determination and the AWS Determination shall be, except as set forth on Exhibits E-1, E-2, G-1 and G-2, (i) based upon the books and records of the Virginia Business and the Multi-Area Business, respectively; (ii) on a basis consistent with that used in, and presented on the same basis as, the most recent quarter-end balance sheet included in the Virginia Interim Financial Statements and the Multi-Area Interim Financial Statements, respectively; and (iii) accompanied by (A) supporting documents, work papers, subscriber records and other supporting data, including without limitation the appropriate Virginia Interim Financial Statements and Multi-Area Interim Financial Statements and (B) a certificate of an officer of Triton or AWS, as applicable, certifying that the Triton Determination or the AWS Determination, as applicable, was calculated in accordance with the provisions of this ARTICLE 6. If the First Closing occurs on a date that is not the last day of the month, the parties shall in good faith cooperate to allocate revenues and expenses of the Virginia Business and the Multi-Area Business for the month in which the First Closing occurs in a fair and reasonable manner, consistent with the methodology set forth on Exhibits E-1, E-2, G-1 and G-2 so that, to the extent reasonably practicable, the result of such allocation together with the payment of working capital as of the Post-Closing Date pursuant to the foregoing procedures will result in Cingular and Triton receiving or paying in the aggregate, for purposes of the adjustments described in the provisions of this ARTICLE 6, the same amount that they would have received or paid if the working capital had been calculated as of the end of the day on the Closing Date.
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Related to Post-Closing Determinations

  • Post-Closing Audit (a) Promptly following the Closing Date, and in no event later than fifteen (15) days following the Closing Date, and at any time thereafter as ADK may request, Seller shall provide to ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as ADK may request in order to enable ADK to determine whether it is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by ADK with the SEC under the 1933 Act, in accordance with Regulation S X (“Regulation S-X”) promulgated by the SEC (the “Requirement Financial Statements”). Seller will provide to ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be available to address any questions of ADK and ADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Certain Determinations For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than 15 days following the later of the Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Company Determination Final Any determination that the Company or its Board of Directors must make pursuant to this Article 6 shall be conclusive if made in good faith and in accordance with the provisions of this Article 6, absent manifest error, and set forth in a Board Resolution.

  • Indemnification Determinations Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

  • Final Closing Statement During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such decisions. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the procedures performed with respect to the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be borne by Buyer. As used in this Agreement, the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

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